On August 11, 2022 (the “Transaction Date”), Endeavor Operating Company, LLC, a Delaware limited liability company and subsidiary of the Company (“EOC”), entered into a Unit Purchase Agreement (the “Purchase Agreement”), by and among IMG Auction Company, LLC, a Delaware limited liability company and subsidiary of the Company (“Buyer”), EOC (solely for purposes of certain sections set forth therein), Barrett-Jackson Holdings, LLC, a Delaware limited liability company (“Barrett-Jackson”), CHJ Investment Corp., a Delaware corporation (“Seller 1”), CHJ Trust Invest Co, LLC, a Delaware limited liability company (“Seller 2”), the Craig Jackson 2006 Irrevocable Life Insurance Trust, dated March 16, 2006 (together with Seller 1 and Seller 2, the “Sellers”), and Craig Jackson, an individual, in his personal capacity (solely for purposes of certain sections set forth therein) and in his capacity as the representative of the Sellers, pursuant to which, among other things, the Buyer purchased from the Sellers a number of equity interests of Barrett-Jackson representing 55% of the outstanding equity interests of Barrett-Jackson on a fully diluted basis as of immediately prior to the Transaction Date, in exchange for consideration having an aggregate value of $261,250,000, subject to certain adjustments set forth in the Purchase Agreement (the “Purchase Price”, and such transaction, the “Transaction”). The Purchase Price consists of $248,725,003.65 of cash and 563,935 newly-issued shares of the Company’s Class A common stock, par value $0.00001 per share (“Class A Common Stock”), with a value of $12,525,000 based on the volume-weighted average trading price of the Class A Common Stock for the thirty (30) trading days ending on the day prior to the Transaction Date. Barrett-Jackson is engaged in the business of collector car auctions, sales and other collector car related events and experiences.
In connection with the Transaction, the Sellers and Buyer entered into an amended and restated limited liability company agreement of Barrett-Jackson (the “LLC Agreement”), pursuant to which, among other things, (i) for a specified period beginning on April 1, 2029, the Sellers will have the right to require Buyer to purchase 29.9% of the issued and outstanding equity interests of Barrett-Jackson (the “First Put Option”), (ii) if the First Put Option is not exercised within a specified period, Buyer will have the right to require the Sellers to sell to Buyer 29.9% of the issued and outstanding equity interests of Barrett-Jackson, and (iii) for a specified period beginning on April 1, 2031, the Sellers will have the right to require Buyer to purchase up to the remainder of the Sellers’ equity interests of Barrett-Jackson, in each case subject to the terms and conditions set forth in the LLC Agreement.